Avalanche Treasury Corp

As filed with the Securities and Exchange Commission on July 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Avalanche Treasury Corporation

(Exact Name of Registrant as Specified in Its Charter)

11 W. 42nd Street, 2nd Floor

New York, NY 10036

Telephone: 332-240-1155

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Copies to:

Lorenzo Corte, Esq.

Ryan J. Dzierniejko, Esq.

Skadden, Arps, Slate, Meagher & Flom (UK) LLP**

**22 Bishopsgate

London EC2N 4BQ

Tel: +44 20 7519 7000

**Approximate date of commencement of proposed sale of the securities to the public:**From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer”,“accelerated filer”,“smaller reporting company”, and“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED** **JULY 10, 2026

PRELIMINARY PROSPECTUS

15,690,755 Shares of Class A Common Stock

This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (collectively, the“Selling Holders”), or their permitted transferees, of (i) up to 15,690,755 shares of our Class A common stock, par value $0.01 (“Class A Common Stock”), held by certain Selling Holders. The shares of Class A Common Stock that may be sold by the Selling Holders and the shares of Class A Common Stock that may be issued by us are collectively referred to in this prospectus as the“Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities.

We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering the Offered Securities for sale by certain of the Selling Holders pursuant to the Amended and Restated Registration Rights Agreement with certain of the Selling Holders. See the section of this prospectus titled“Selling Holders” for more information.

The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus titled“About this Prospectus” and“Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

The Class A Common Stock being offered for resale in this prospectus represent approximately 39.7% of our total outstanding Class A Common Stock on a fully diluted basis as of July 9, 2026. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Despite such a decline in the public trading prices, the Selling Holders may still experience a positive rate of return on the securities they purchased due to the differences in the trading price and the purchase prices at which they purchased the securities as described herein.

We are a“controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition and function of our board of directors (the“Company Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) the compensation of our executive officers is not determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee of independent directors. As of July 9, 2026, Dragonfly (as defined herein) beneficially owned 100% of the voting power of our outstanding Common Stock. If at any time we cease to be a controlled company, we will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to the Company Board and ensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted“phase-in” periods.

Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol“AVAT.” On July 9, 2026, the last reported sales price of the Class A Common Stock was $0.579 per share. We are an“emerging growth company” as defined under U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

See**“Risk Factors”**** beginning on page25 to read about factors you should consider before investing in shares of our Class A Common Stock.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is** **, 2026